USA TRUCK, INC. (NASDAQ:USAK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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USA TRUCK, INC. (NASDAQ:USAK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On April 19, 2017, USA Truck, Inc. (the Company) announced the
appointment of Jason Bates as Executive Vice President and Chief
Financial Officer. The Company entered into an employment letter
agreement with Mr. Bates, dated April 18, 2017, setting forth
certain terms and conditions of Mr. Batess employment with the
Company.
Prior to joining the Company, Mr. Bates, 39, served as Vice
President of Finance, and Investor Relations Officer of Swift
Transportation Company (Swift), a truckload transportation
services provider, from December 2010, to April 2017. Mr. Bates
joined Swift in 2003, and during his tenure, served in various
financial leadership roles, including responsibility for
financial planning and analysis, business and data analytics,
strategic reporting, business intelligence, revenue and
transactional services, treasury, and investor relations. Prior
to his appointment as Vice President of Finance and Investor
Relations Officer, he served as Swifts Vice President and
Assistant Treasurer. Prior to joining Swift, Mr. Bates served in
a variety of finance and accounting leadership roles for
Honeywell International Inc., which produces commercial and
consumer products, engineering services, and aerospace systems.
Mr. Bates completed his bachelor of science degree in business at
Brigham Young University, and obtained his masters degree in
business administration from Arizona State University.
In connection with his appointment, the Executive Compensation
Committee of the Board of Directors (the “Committee”) approved
compensation for Mr. Bates as follows:
an annualized base salary of $300,000;
a cash bonus of $250,000, payable one-half promptly
following Mr. Batess commencement of employment with the
Company (the Start Date), and one-half on October 31, 2017,
subject to certain relocation, continuous employment, and
recoupment provisions;
a bonus of $100,000, payable either in equity or cash, as
determined by the Company, in each case subject to
continuous employment with the Company as of each vesting
date, calculated as follows:
if payable in cash, the bonus will be paid in two equal
annual installments on the first and second anniversaries
of the Start Date, based on the appreciated value of the
Companys common stock between the Start Date and the
payment date; and
if payable in equity, the bonus will be granted as
restricted stock and will vest in two equal annual
installments on the first and second anniversaries of the
Start Date;
participation in the Company’s Management Bonus Plan for
2017 as follows:
a cash bonus with a target of 60% of prorated base salary
for 2017, depending upon performance relative to goals set
by the Committee;
a grant of restricted shares at target equal to 18% of
prorated base salary for 2017, with vesting conditioned
upon achievement during the applicable performance period
of performance goals to be set by the Committee, subject to
additional time-based vesting in four equal annual
installments through 2021, as well as continued employment
and certain other vesting and forfeiture provisions; and
a grant of restricted shares at target equal to 60% of
annual base salary for 2017, with vesting conditioned upon
achievement during the applicable performance period of
performance goals to be set by the Committee, subject to
continued employment and certain other vesting and
forfeiture provisions;
upon a qualifying severance event, subject to other
customary provisions, salary continuation payments for 12
months or such lesser number of months as Mr. Bates has
been employed by the Company at such time, plus an amount
equal to his short-term cash incentive target (STI Target),
if and to the extent earned and prorated for the portion of
the fiscal year employed prior to the qualifying severance
event, under any short-term cash incentive plan that has
been adopted by the Committee prior to the qualifying
severance event for the fiscal year in which the qualifying
severance event occurs;
upon a qualifying change-in-control event, subject to other
customary provisions, a lump sum payment equal to 150% of
his annual base salary and STI Target, and reimbursement,
on an after-tax basis, of any premiums paid by Mr. Bates to
the provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1995, as amended, for a period of 18
months;
$60,000 for relocation expenses, subject to relocation,
continuous employment, and recoupment provisions; and
reimbursement of customary realtor commissions payable upon
the sale of Mr. Batess home and certain transition
expenses.
Mr. Bates agreed to certain non-solicitation, non-competition,
and confidentiality covenants.
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to Mr. Batess employment
letter and executive severance and change in control agreement,
copies of which will be filed with the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017.
There is no arrangement or understanding between Mr. Bates and
any other person to which Mr. Bates was appointed Executive Vice
President and Chief Financial Officer. There are no transactions
in which Mr. Bates has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by the Company on April 19, 2017.
The information contained in Item 9.01 of this report and the
exhibit hereto shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, (the
Exchange Act), or incorporated by reference in any filing under
the Securities Act of 1933, as amended (the Securities Act), or
the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
The information in Item 9.01 of this report and the exhibit
hereto may contain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the
Exchange Act and such statements are subject to the safe harbor
created by those sections and the Private Securities Litigation
Reform Act of 1995, as amended. Such statements are made based on
the current beliefs and expectations of the Companys management
and are subject to significant risks and uncertainties. Actual
results or events may differ from those anticipated by
forward-looking statements. Please refer to various disclosures
by the Company in its press releases, stockholder reports, and
filings with the Securities and Exchange Commission for
information concerning risks, uncertainties, and other factors
that may affect future results.


About USA TRUCK, INC. (NASDAQ:USAK)

USA Truck, Inc. is a truckload carrier providing transportation of general commodities throughout the continental United States and into and out of portions of Mexico and Canada. The Company operates through two segments: Trucking and Strategic Capacity Solutions (SCS). The Trucking segment consists of truckload and dedicated freight services. The SCS segment consists of freight brokerage and rail intermodal services. The Company transports full dry van trailer loads of freight from origin to destination without intermediate stops or handling. The Company offers a range of truckload and logistics services to a customer base that spans a range of industries. The Company’s fleet of approximately 1,832 tractors consists of 1,568 company tractors and 264 independent contractor tractors. The Company owns approximately 6,200 trailers. The Company also transports general commodities into and out of Mexico by allowing through-trailer service from its terminal in Laredo, Texas.

USA TRUCK, INC. (NASDAQ:USAK) Recent Trading Information

USA TRUCK, INC. (NASDAQ:USAK) closed its last trading session up +0.14 at 7.05 with 61,799 shares trading hands.